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Revelation Biosciences Inc IPO prospectus (as of February 11, 2026)

2026-02-11 美股招股说明书 睿扬
报告封面

4,272,500 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 4,272,500 shares of common stock, par value $0.001 pershare, by the selling stockholders identified in this prospectus under “Selling Stockholders” (the “Selling Stockholders”) to beissued upon the exercise of common stock purchase warrants (the “Class J Common Stock Warrants”) pursuant to an inducementoffer letter agreement the Company entered into with the Selling Stockholders on January 23, 2026 (the “Inducement Letter”). TheClass J Common Stock Warrants are exercisable after and for five years from the date of stockholder approval at an exercise price Our common stock is listed on the Nasdaq Capital Market under the symbol “REVB.” On January 26, 2026, the lastreported sale price of our common stock on the Nasdaq Capital Market was $2.20. Investing in our securities involves a high degree of risk. You should carefully consider the risk factors incorporated byreference from our filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is February 11, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and ExchangeCommission (the “SEC”). You should read this prospectus and the information and documents incorporated by reference carefully.Such documents contain important information you should consider when making your investment decision. See “Where You Can This prospectus may be supplemented from time to time to add, to update or change information in this prospectus. Anystatement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extentthat a statement contained in a prospectus supplement modifies or supersedes such statement. Any statement so modified will bedeemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitutea part of this prospectus. You may only rely on the information contained in this prospectus or that we have referred you to. Wehave not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or asolicitation of an offer to buy any securities other than the securities offered by this prospectus. This prospectus and any future This prospectus contains summaries of certain provisions contained in some of the documents described herein, butreference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by theactual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by The Selling Stockholders are offering the shares of common stock only in jurisdictions where such offer is permitted. Thedistribution of this prospectus and the sale of the shares of common stock in certain jurisdictions may be restricted by law. Personsoutside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictionsrelating to, the distribution of this prospectus and the sale of the shares of common stock outside the United States. This prospectusdoes not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the shares ofcommon stock by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. If When we refer to “Revelation,” “REVB,” “we,” “our,” “us” and the “Company” in this prospectus, we mean RevelationBiosciences, Inc. and its subsidiary, unless otherwise specified. When we refer to “you,” we mean the holders of the applicable SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, asamended. Forward-looking statements are statements that are not historical facts. These forward-looking statements are generallyidentified by the words “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions.We caution investors that forward-looking statements are based on management’s expectations and are only predictions orstatements of current expectations and involve known and unknown risks, uncertainties and other factors that may cause actualresults to be materially different from those anticipated by the forward-looking statements. Revelation cautions readers not to placeundue reliance on any such forward-looking statements, which speak only as of the date they were made. The followi